exv10w3








    Exhibit 10.3



 



    April 4, 2008



 



    Galileo International, L.L.C.

    300 Galleria Parkway, N.W.

    Atlanta, GA 30339



 



    Re:  Second Amendment to Subscriber Services
    Agreement, dated as of July 23, 2007, between Galileo
    International, L.L.C., Galileo Nederland B.V. and Orbitz
    Worldwide, LLC (“Agreement”)



 



    Ladies and Gentlemen:



 



    This letter constitutes a Second Amendment (“Second
    Amendment”) to the Agreement referenced above. Capitalized
    terms used in this Second Amendment and not otherwise defined
    shall be used as defined in the Agreement.



 



    Effective as of full execution of this Second Amendment, Galileo
    and Orbitz hereby agree as follows:



 


			
	 	    1.  
	
    The following shall be added to the Agreement as
    Section 5.B(iv):




 



    Movement of Segments between Travelport
    GDSs.  Notwithstanding Section 2.G of the
    Agreement, in the event that an Orbitz Worldwide Agency is
    unable to make a Segment in the applicable Travelport GDS solely
    because the applicable Travelport GDS is not capable of
    performing its intended functions (excluding scheduled outages),
    the Orbitz Worldwide Agency may move that Segment (and any other
    Segments in the same PNR) to another Travelport GDS. Such
    Segment-by-Segment
    migration may continue only for so long as the applicable
    Travelport GDS remains unusable. Galileo will build, at
    Galileo’s cost, an interface to the Worldspan CRS for use
    by the Orbitz International Agencies. Until such interface is
    completed and operating in a manner that does not have a
    material negative commercial impact to the Orbitz International
    Agencies, if an Orbitz International Agency is unable to make
    Segments in the applicable Travelport GDS solely because the
    applicable Travelport GDS is not capable of performing its
    intended functions (excluding scheduled outages), such Orbitz
    International Agency can fail over to a non-Travelport GDS, only
    for so long as the Travelport GDS remains unusable.



 


			
	 	    2.  
	
    General.  This Second Amendment shall be
    binding upon and inure to the benefit of and be enforceable by
    the Parties hereto or their successors in interest, except as
    expressly provided in the Agreement. Each Party to this Second
    Amendment agrees that, other than as expressly set out in this
    Second Amendment, nothing in this Second Amendment is intended
    to alter the rights, duties and obligations of the Parties under
    the Agreement, which shall remain in full force and effect as
    amended hereby. In the event of a conflict between the terms and
    conditions of this Second Amendment and the terms and conditions
    of the Agreement, the terms and conditions of this Second
    Amendment shall govern. This Second Amendment may be executed by
    the Parties in separate counterparts and each counterpart shall
    be deemed to be an original, but all such counterparts shall
    together constitute one and the same instrument.




 



    The Parties have caused this Second Amendment to be executed by
    the signatures of their respective authorized representatives.



 












 





	 	 	 
	
 
	
 
	
 

	

    Orbitz Worldwide, LLC


	
 
	
    Galileo International, L.L.C.

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
                             

    /s/  Stephen
    C. Praven


    

	
 
	
    /s/  Michael
    Dodds


    


	
 
	
 
	
 

	

    Name: Stephen C. Praven

    




	
 
	
    Name: Michael Dodds

    


	
 
	
 
	
 

	

    Title: VP, Business Development

    




	
 
	
    Title: GVP, Commercial Finance

    


	
 
	
 
	
 

	

    Date: 8/07/08

    




	
 
	
    Date: June 10, 2008

    


	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
    Galileo Nederland B.V.

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
 

	
 
	
 
	
    /s/  Marco
    van Ieperen


    


	
 
	
 
	
 

	
 
	
 
	

    Name: Marco van Ieperen

    





	
 
	
 
	
 

	
 
	
 
	

    Title: Director

    





	
 
	
 
	
 

	
 
	
 
	

    Date: 30 June 2008